BOEING CO — Director's Dealing 2011

May 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2011-05-10

Reporting Person: Downey Thomas J (SVP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-10	Common Stock	S	3200.0000	$80.0000	Disposed	42217.1300	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5152.3700	Indirect
Common Stock	3550.0800	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.